Software Supply Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Software Supply Agreement

"I need a Software Supply Agreement for my fintech company to license our payment processing software to banks in Hong Kong, including implementation services and 24/7 support requirements, with a planned launch date of March 2025."

Document background
The Software Supply Agreement is a critical legal document used when a software supplier provides software products or solutions to a customer in Hong Kong. This agreement is essential for any business transaction involving software licensing and implementation, whether for off-the-shelf products or customized solutions. It addresses key aspects including software delivery, acceptance testing, license scope, intellectual property rights, warranties, and support services, while ensuring compliance with Hong Kong's legal framework, including the Personal Data (Privacy) Ordinance, Copyright Ordinance, and Electronic Transactions Ordinance. The agreement provides necessary protections for both parties and establishes clear parameters for the business relationship, making it particularly important in Hong Kong's technology-driven business environment.
Suggested Sections

1. Parties: Identification and details of the supplier and customer

2. Background: Context of the agreement and general objectives

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Supply of Software: Core obligations regarding software delivery and licensing

5. Delivery and Acceptance: Process for software delivery and acceptance testing

6. License Grant: Terms of software license, scope, and usage rights

7. Intellectual Property Rights: ownership and protection of IP rights

8. Fees and Payment: Payment terms, pricing, and payment schedules

9. Warranties and Representations: Warranties regarding software functionality and performance

10. Data Protection and Security: Obligations regarding data protection and security measures

11. Confidentiality: Protection of confidential information

12. Limitation of Liability: Liability caps and exclusions

13. Term and Termination: Duration, renewal, and termination provisions

14. Force Majeure: Provisions for unforeseen circumstances

15. General Provisions: Standard boilerplate clauses including governing law

Optional Sections

1. Implementation Services: Details of implementation services if supplier is responsible for software installation and setup

2. Maintenance and Support: Terms for ongoing maintenance and technical support if included

3. Service Levels: Performance standards and metrics if specific service levels are required

4. Change Control: Process for managing changes to software or services

5. Source Code Escrow: Provisions for source code escrow if required for business continuity

6. Third-Party Software: Terms relating to third-party software components if applicable

7. Training: Provisions for user training if included in the scope

8. Disaster Recovery: Business continuity and disaster recovery requirements if critical

9. Compliance Requirements: Specific regulatory compliance obligations if applicable

10. Export Controls: Export control provisions if software is subject to export regulations

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the software, including specifications and functionality

2. Schedule 2 - License Terms: Detailed license terms, restrictions, and permitted uses

3. Schedule 3 - Fees: Detailed breakdown of fees, payment schedules, and pricing models

4. Schedule 4 - Technical Requirements: Hardware and system requirements for the software

5. Schedule 5 - Service Levels: Detailed service level agreements and metrics

6. Schedule 6 - Support Services: Description of support services, response times, and escalation procedures

7. Schedule 7 - Data Processing Agreement: Detailed terms for personal data processing if applicable

8. Appendix A - Acceptance Testing: Acceptance testing procedures and criteria

9. Appendix B - Implementation Plan: Detailed implementation timeline and milestones if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Healthcare

Retail

Manufacturing

Education

Professional Services

Telecommunications

Government

Insurance

Banking

E-commerce

Logistics

Media and Entertainment

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Risk Management

Operations

Finance

Business Development

Project Management

Commercial

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Contract Manager

Software Development Manager

Information Security Officer

Compliance Officer

Business Development Manager

Project Manager

Operations Director

Risk Manager

Commercial Director

Chief Information Officer

Vendor Management Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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